A Guide to Corporate Ownership Structures

On this page:

• Summary
• What Ownership Means
• What Parts of a Company Can Be Owned
  • Equity
  • Debt
  • Hybrid Instruments
  • Derivatives and Synthetic Instruments
  • Ownership Beyond Common Stock
    • Mutual Fund Shares
    • Money Market Fund Shares
    • Business Development Company (BDC) Shares
    • Tranches from ABS Issuers
    • Pooled-Vehicle Comparison
• Who Owns Equity
  • SEC-Regulated Owner Categories
• How Ownership Changes
  • Primary Versus Secondary Markets
  • Secondary Execution Venues
  • Structured Events
  • Non-Market Transfers
  • Where Equity Transfers Register
  • Where Debt Transfers Register
• Where Ownership Is Disclosed
  • Ownership Disclosure in Form 10-K, Item 5
  • Ownership Disclosure in DEF 14A
• Definitions
  • Beneficial Owner
  • Insider
  • Officer
  • 10% Owner
  • QII (Qualified Institutional Investor)
  • RIC (Registered Investment Company)
  • DTCC
  • Depository Trust Company (DTC)
  • NSCC
  • Transfer Agents
  • Proxy Card vs. Voting Instruction Form
  • Securities Information Processors (SIPs)
  • T+1 Settlement
  • Tender Offers

This guide examines what parts of a company can be owned, who owns them, how ownership is acquired and transferred, why parties seek ownership, and where ownership information is disclosed under U.S. securities regulation. A recurring theme ties these threads together: why a holder owns something determines what that holder must disclose. Ownership classification turns on three questions — what kind of entity the holder is (identity), how much it holds (threshold), and whether it intends control or remains passive (intent) — and those answers route the holder into specific SEC filing obligations.

The U.S. ownership-disclosure regime is built on a small set of statutory anchors:

• Section 12 registration of exchange-listed voting equity, which makes a class of stock subject to the reporting regimes below.
• Section 16 insiders — officers, directors, and holders of more than 10% of a registered class.
• Section 13(d)/(g) beneficial ownership — crossing 5% of a registered voting class, with the precise definition set by Rule 13d-3.
• Section 13(f) — institutional investment managers exercising discretion over at least ﹩100 million in covered securities.

A pivotal mechanic cuts across these regimes: a right to acquire shares within 60 days counts toward beneficial ownership under Rule 13d-3. A holder of options, warrants, or convertibles exercisable within that window can therefore be classified as a Section 13 and Section 16 owner even though the holder does not yet hold any common stock.

Ownership classification can be reduced to three dimensions:

• Identity — what kind of entity the holder is, and whether that type qualifies the holder for relaxed reporting.
• Threshold — how much the holder holds: 5% triggers Section 13; 10% triggers Section 16; ﹩100 million triggers Section 13(f).
• Intent — control versus passive, which selects Schedule 13D versus Schedule 13G.

Because these dimensions are independent, a single holder routinely files several disclosures at once. A holder above 10% files Forms 3, 4, and 5 under Section 16 and either a Schedule 13D or 13G under Section 13. A manager with more than ﹩100 million under discretion files a 13F and may additionally file a 13G on individual names where it crosses 5%.

Two issuer-level documents are useful starting points. DEF 14A, Item 403 provides the issuer's consolidated, name-level snapshot of insiders plus 5% holders, computed on the Rule 13d-3 definition with the 60-day rule. It is the best single document for answering "who controls this company," though it is published only annually and is gated at the 5% level. 10-K, Item 5 is less useful for ownership: its "holders of record" figure is a record-ownership artifact (see below), and its only substantive ownership content is the issuer buyback table.

Owners are not the same as holders. The central distinction is between economic or beneficial ownership and legal or record holding.

For exchange-listed equity, ownership runs through a custody chain:

issuer ledger (e.g., Tesla)
  → Cede & Co. (nominee of DTC)
    → DTC participant (the investor's broker or bank)
      → investor

The investor is therefore not the record holder. The two layers are:

• Economic / beneficial owners, who hold the rights and bear the profit and loss: retail investors, insiders, registered investment companies and ETFs, pension funds, hedge funds, sovereign wealth funds, insurers, strategic corporates, and the issuer's own treasury.
• Custody / record layer: transfer agents and the Depository Trust Company (DTC).

Economic interest means who bears the actual profit and loss on a position. This distinction matters because the regulatory term "beneficial owner" tracks control, not pure economics. A cash-settled total-return swap gives an investor full economic exposure without conferring Rule 13d-3 beneficial ownership — the gap at the heart of the CSX/TCI and Archegos episodes discussed below.

There are three broad categories of instrument: equity, debt, and synthetic (derivative) instruments, with hybrids spanning equity and debt. Equity and debt are direct claims on the company. Synthetic instruments carry no ownership claim on the company at all — they are contracts between third parties that merely reference the company's securities. This distinction explains the Archegos episode, where cash-settled swaps delivered economic exposure without a reportable ownership claim.

Owning different instruments confers different rights, such as receiving dividends, voting at annual shareholder meetings, or — for creditors — enforcing covenants on a breach.

The instrument type also drives disclosure. A right to acquire shares within 60 days — through a warrant, call option, or convertible bond — counts toward beneficial ownership under Rule 13d-3. Convertibles, warrants, and options exercisable within that window therefore fold into the Section 13 and Section 16 percentage even though the holder does not yet hold common stock.

Equity is best known in the form of a common stock such as Tesla (TSLA), traded on Nasdaq, a national securities exchange. The persons or entities holding equity are shareholders, and their rights typically include voting, dividends, and the right to purchase additional shares in a fundraising.

Several forms of equity exist:

• Multiple common classes. A company can create more than one class of common stock to decouple economic ownership (benefiting from gains or losses) from voting control (influencing decisions such as the choice of CEO). Alphabet illustrates both halves of the pattern at once. It has two publicly traded classes on Nasdaq — Class A (GOOGL), carrying one vote per share, and Class C (GOOG), carrying no vote — plus a third class, the super-voting Class B at ten votes per share, that is held privately by the founders and is not tradeable; Class B converts to Class A if it is sold. Meta Platforms runs the same template with only one listed class: its Class A (META) trades with one vote per share, while the ten-vote Class B is held by Mark Zuckerberg and other insiders and does not trade. In both cases the high-vote class lets insiders keep majority voting control while holding a minority of the economics.
• Preferred stock, which is senior to common equity but junior to debt — that is, in a liquidation or distribution, preferred holders are paid after creditors but before common holders. Variants include convertible and term preferred.
• Treasury stock, shares the issuer has repurchased and holds itself, carrying no vote and no dividend. Treasury stock matters because a buyback reduces the share count and thereby shifts the denominator used to compute everyone else's percentage ownership: each remaining holder's percentage rises even though their share count is unchanged.
• ADRs and units, which are wrappers. An American Depositary Receipt is a U.S.-listed claim on foreign shares held by a depositary bank, so ownership of the underlying is indirect.

Equity trades on lit exchanges, in over-the-counter markets, and in dark pools, and can be held by individuals, operating companies, funds, and other entities.

Debt confers no voting rights and no ownership stake in the company. A creditor holds a right to interest and to repayment of principal as a lump sum, governed by an indenture (the contract) and enforced by an indenture trustee on behalf of holders.

Priority — the order in which claims are paid — is set by security (whether the debt is backed by collateral) and subordination (its contractual rank relative to other debt):

• Secured debt is backed by collateral and stands first in line, including senior secured notes and term loans.
• Senior unsecured notes and bonds, the typical investment-grade corporate bond.
• Junior (subordinated) debt, which ranks behind senior debt but ahead of equity.
• Commercial paper, short-term unsecured debt that functions as a money-market instrument.

A creditor's rights are covenant rights — restrictions imposed on the issuer — together with acceleration and enforcement remedies on default. A bondholder controls nothing until the company breaches.

Hybrids are instruments that behave as debt until they convert into equity:

• Convertible bonds and convertible preferred combine a fixed claim with an option to convert into common stock at a set ratio, giving the holder downside protection plus equity upside.
• Warrants are issuer-written, longer-dated call options on newly issued shares. Exercising a warrant creates new stock and is therefore dilutive, which distinguishes warrants from exchange-traded options that do not create new shares.
• Contingent convertibles and mandatory convertibles are variations that differ in their conversion triggers.

Hybrids matter to disclosure for the same reason as other rights to acquire: convertibles, warrants, and options exercisable within 60 days fold into the Section 13 and Section 16 percentage under Rule 13d-3, even though the holder does not yet hold common stock.

Derivatives are synthetic instruments that reference a company's securities but are contracts between third parties. Owning one is owning exposure to upside or downside, not an ownership claim on the company.

• Listed options. The most common derivatives are exchange-traded calls and puts on existing shares, cleared by the Options Clearing Corporation (OCC). No new shares are created on exercise; shares are delivered from the existing float. Options confer economic exposure, and in-the-money, near-dated calls can count toward Rule 13d-3 ownership via the 60-day right-to-acquire test.
• Equity swaps / total-return swaps (TRS). These are bilateral, over-the-counter (privately negotiated, not exchange-traded) contracts that give one side the total economic return of a stock — price appreciation plus dividends — against a financing leg. A cash-settled TRS confers full economic exposure with no voting or investment power over the underlying shares, and historically fell outside Rule 13d-3 beneficial ownership. This is the CSX/TCI and Archegos problem. In the CSX matter, TCI, a UK hedge fund, partnered with 3G Capital to accumulate an economic stake equivalent to more than 20% of CSX shares, relying primarily on cash-settled total-return swaps rather than buying physical stock so as to avoid early disclosure. Archegos Capital Management, Bill Hwang's family office, pushed the same mechanic to its breaking point in March 2021. Because its concentrated bets on names such as ViacomCBS and Discovery were held as cash-settled swaps, Archegos had no voting or investment power and triggered no Section 13 filing — even though its synthetic exposure ran to a majority of some issuers' shares. Its prime brokers held the actual hedge shares, and since each bank saw only its own book — and a family office owed no investment-adviser disclosure — neither the market nor the lenders could see the aggregate concentration and leverage building up across all of them. When the referenced stocks fell, Archegos could not meet the margin calls, the banks liquidated the underlying shares into a falling market, and the lenders absorbed roughly ﹩10 billion in losses (Credit Suisse alone about ﹩5.5 billion). The disclosure gap was not incidental to the disaster; it was the precondition for it. The 2023 amendments to the Section 13 rules (Item 6 of Schedule 13D) tightened disclosure of these positions.
• Single-stock futures, forwards, and contracts for difference (CFDs). Each is a way to take on a stock's price exposure without holding the share. A single-stock future is a standardized, exchange-listed agreement to exchange a fixed quantity of shares (100, in the U.S. contracts) at a set future date and price; in the U.S. these "security futures" are jointly regulated by the SEC and the CFTC, and after their sole venue, OneChicago, wound down in September 2020, no U.S. exchange has listed them. A forward is the unstandardized, over-the-counter cousin — a privately negotiated contract to settle at a fixed price on a future date; the prepaid variable forward is the version insiders use to monetize and hedge a concentrated stock position without an outright sale. A CFD is a cash-settled contract that pays the difference between a stock's entry and exit price, giving pure economic exposure with no delivery of shares. Like a cash-settled swap, all three can deliver economic exposure while sidestepping the voting and investment power that Rule 13d-3 keys on.
• Credit-default swaps (CDS). A CDS references a company's debt rather than its equity. The protection buyer pays a periodic premium, and the protection seller pays out if the reference entity suffers a defined credit event such as default. It functions as insurance against a borrower's failure and confers no ownership claim on the company — only a synthetic position on its creditworthiness. Its ownership-adjacent wrinkle is the "empty creditor": a lender that has bought CDS protection is hedged against default and may therefore prefer a default or restructuring to a workout, decoupling its incentives from those of an ordinary creditor — the credit-market mirror of the "empty voting" problem on the equity side.
• Securities-lending positions. The lender keeps economic exposure but transfers the vote to the borrower, splitting voting from economics.
• Complex financial products, such as those offered on Form 424B2.

Several pooled vehicles let an investor hold an interest in a portfolio rather than direct shares in an operating company. A common pattern runs through all of them: the investor's stake in the vehicle is largely invisible to the Section 13 and Section 16 regimes, while the vehicle's own holdings are disclosed through a separate, vehicle-specific set of filings. The exception is the BDC, whose own listed shares are subject to the full operating-company regime.

An investor holding redeemable mutual-fund shares has a pro rata interest in the fund's portfolio. These shares do not trade on an exchange; they are bought from and redeemed back to the fund at net asset value (the next forward price, under Rule 22c-1), and are continuously offered and redeemed. The shares are issued by a registered investment company under the Investment Company Act of 1940 (Section 8 registration), of the open-end type, and the fund is externally managed by an investment adviser under an advisory contract.

The fund may itself own shares in operating companies such as Apple. Fund shares are nearly invisible to Sections 13 and 16: mutual-fund shares are generally not Section 12-registered exchange-listed equity, so Sections 13(d)/(g) and 16 do not run at the fund level for ordinary holders. The disclosure that does exist is the fund reporting its own portfolio — registration and prospectus on Form N-1A, portfolio holdings on N-PORT (filed monthly but only the third month of each quarter is released publicly), the annual census on N-CEN, and shareholder reports on N-CSR. When the fund holds Apple, it is the adviser — holding voting and investment power under Rule 13d-3 — who is the 13F filer and potential 13D/13G filer on Apple, not the fund's investors. The investor's ownership of Apple through the fund is economically real but disappears entirely from the operating-company ownership regime.

The investor again holds redeemable shares of an open-end registered investment company. The differences from a mutual fund lie in the portfolio constraints and pricing, governed by Rule 2a-7 on top of the Investment Company Act. A money market fund holds short-term, high-quality debt — Treasury bills, repurchase agreements, commercial paper, and certificates of deposit. Disclosure runs through Form N-MFP (monthly and detailed, made public) and event-driven Form N-CR. The same two-layer logic applies: ownership of the fund itself sits outside Sections 13 and 16.

A BDC is a closed-end investment company that elects BDC regulation under Section 54 of the Investment Company Act (electing on Form N-54A and withdrawing on N-54C) in order to channel capital to small and mid-sized or distressed private companies. It invests in the debt and equity of those portfolio companies and is a core vehicle of the private-credit market.

The investor owns shares in the BDC itself. BDC shares can be exchange-listed and represent Section 12-registered voting equity, much like the stock of an ordinary public company. Unlike mutual-fund shares, money-market-fund shares, or ABS tranches, BDC stock is fully within the operating-company regime: Section 16, Section 13(d)/(g) at the 5% threshold, and Section 13(f) for institutional managers all apply. Although a BDC is an investment company for regulatory purposes, it files on EDGAR like an operating company — 10-K, 10-Q, 8-K, and DEF 14A — and does not file N-PORT or N-CEN.

BDCs may carry up to 2:1 debt-to-equity leverage (twice as much debt as equity). A BDC can avoid corporate income tax by electing pass-through tax treatment, which requires distributing at least 90% of its income to shareholders; this is why BDC shares commonly yield 8% to 12%.

Here the investor owns a tranche, not a share. A tranche is a claim on the cash flows of a pool of financial assets — mortgages, auto loans, credit-card receivables, and the like — stratified by seniority. It is debt-like, not equity: there is no voting and no governance. Investor rights live in a pooling-and-servicing agreement or an indenture and are administered by a trustee.

The issuer is a bankruptcy-remote special purpose entity (a trust or LLC), not an operating company. A sponsor or originator transfers the assets into the entity through a depositor, and the special purpose entity issues the securities. Because the entity exists only to hold the pool and pass through cash, there is no business and no management to govern. Disclosure is governed by Regulation AB (Reg AB II): registered offerings use Form SF-1 or the SF-3 shelf, and ongoing reporting consists of Form 10-D (distribution and servicing reports), plus 10-K, 8-K, and asset-level data filed via ABS-EE. Sections 13 and 16 do not apply, because there is no operating-company voting equity to report.

Vehicle	Legal wrapper	What the investor owns	Vehicle's own holdings disclosed via	§13/§16/13F on the vehicle's shares?
Mutual fund	Open-end ICA company	Redeemable NAV shares	N-1A, N-PORT, N-CEN, N-CSR	No (not §12-listed voting equity)
Money market fund	Open-end ICA company + Rule 2a-7	Redeemable shares	N-MFP, N-CR	No
ABS issuer	Bankruptcy-remote SPE	Cash-flow tranche (debt-like)	Reg AB: SF-1/3, 10-D, ABS-EE	No (no operating-company voting equity)
BDC	Closed-end ICA company, §54 election	Listed voting equity	10-K/10-Q/8-K (not N-PORT)	Yes — full regime

Equity is owned by:

• Natural persons, directly or through trusts, family LLCs, and estates — founders, executives, and retail investors.
• Operating companies, holding strategic stakes, joint-venture interests, corporate-venture positions, and cross-holdings.
• The issuer itself, in the form of treasury shares.
• Government and quasi-government entities — sovereign wealth funds, central banks, and state pension systems.
• Funds and pooled vehicles, the largest bucket, which subdivides as follows.

Fund type	Wrapper	Registered under ICA?
Mutual fund (open-end)	Investment company	Yes
ETF	Investment company (mostly open-end)	Yes
Closed-end fund	Investment company	Yes
Money market fund	Open-end + Rule 2a-7	Yes
UIT	Unit investment trust	Yes
BDC	Closed-end, §54 election	Elects regulation, not registered as a RIC
Hedge fund	Private fund (3(c)(1)/3(c)(7))	No
Private equity / VC / private credit	Private fund	No
Pension fund (public/corporate)	Plan / trust	No
Endowment / foundation	Trust / nonprofit	No
Insurance general & separate accounts	Insurer	No

A fund holds shares economically, but its investment adviser or manager holds the voting and investment power. Under Rule 13d-3 the power-holder is the beneficial owner, so in the disclosure regime the manager is usually the filer — not the fund, and never the fund's end-investors.

The disclosure regime classifies owners into overlapping categories defined by statute and rule:

• Section 16 insiders (Section 16; 17 CFR 240.16a): officers, directors, and beneficial owners of more than 10% of a class. The threshold is 10%, the filings are Forms 3, 4, and 5, and the enforcement mechanism is short-swing profit recovery under Section 16(b). Section 16 uses a different "beneficial owner" definition than Section 13, leaning on pecuniary interest — the direct or indirect financial stake a person has in the securities, which can extend to holdings by family members or controlled entities.
• Section 13(d)/(g) beneficial owners (5% threshold): crossing 5% of a Section 12-registered voting class triggers reporting. Intent and identity then determine which schedule applies:
  • Rule 13d-1(b) — institutional filers (often called "QIIs"): enumerated institution types — registered broker-dealers, banks, insurance companies, registered investment companies, registered advisers, employee benefit plans, and others — that acquired in the ordinary course and without a control purpose may use the short-form Schedule 13G. Do not conflate "QII" with "QIB"; a qualified institutional buyer under Rule 144A is an unrelated concept governing resale eligibility, not ownership reporting.
  • Rule 13d-1(c) — passive investors: anyone holding below 20% without control intent may use Schedule 13G. This is the catch-all passive route for non-institutions.
  • Rule 13d-1(d) — exempt investors: a holder above 5% who made no Section 13(d)-triggering acquisition — for example, one who held the stock before the class was registered — files Schedule 13G.
  • Control intent → Schedule 13D (long form): the default whenever none of the 13G routes apply. This is the activist's filing.
• Registered investment companies are both an entity type and a 13d-1(b)-eligible institution.
• Institutional investment managers (Section 13(f)): anyone exercising investment discretion over at least ﹩100 million in Section 13(f) securities is the 13F filer. This is a discretion-and-size test, independent of the 5% and 10% thresholds.

These buckets are not mutually exclusive; a single holder routinely occupies several at once:

• A holder above 10% is simultaneously a Section 16 insider and a Section 13(d)/(g) beneficial owner — two regimes, two sets of filings, one position.
• A large asset manager can be both a 13F filer (discretion over ﹩100 million) and a 13G filer (a QII above 5% in a given name) on the same shares — different forms answering different questions.
• The fund-versus-manager split means the same economic position generates a manager-level 13F or 13G and no filing at all from the underlying fund investors.

Two orthogonal distinctions govern how ownership moves: primary versus secondary, and lit versus dark versus OTC. The first concerns whether the issuer is a party and new shares are created; the second concerns the execution venue.

Primary-market placements involve the issuer as a party, create shares, and deliver proceeds to the company:

• IPO — the first public sale; shares move from issuer to initial investors through underwriters.
• Follow-on offering — a post-IPO sale of additional new shares by the issuer. Note a terminology trap: a "secondary offering" in this sense is a primary-market event, not secondary-market trading. The word "secondary" is overloaded; this guide uses "follow-on" for an issuer selling new shares and reserves "secondary market" for investor-to-investor trading.
• At-the-market (ATM) offering — the issuer feeds new shares into the open market gradually over time.
• Rights offering — existing holders receive rights to buy new shares pro rata.
• PIPE — a private placement of new shares to selected investors by a public company.
• Direct listing — existing shares are listed without the issuer raising new capital; with no underwriter-created primary shares, this is economically a route to the secondary market rather than a true primary raise.
• Equity issued as consideration — stock-for-stock mergers, acquisition currency, and equity compensation (RSU or option exercises), all of which create or move shares without a market trade.

The secondary market is investor-to-investor; the issuer is not a party and receives no proceeds. Nasdaq, dark pools, and OTC trading are all secondary venues. The two distinctions are independent: primary versus secondary is one axis, lit versus dark versus OTC another.

Secondary-market transactions change beneficial ownership without involving the issuer. They differ in pre-trade transparency and access:

• Lit exchanges (Nasdaq, NYSE) — displayed quotes and a central limit order book.
• Dark pools / ATSs — SEC-registered alternative trading systems with no pre-trade quote display, used to move size without signaling. They report post-trade like any other venue, printing to the tape via a trade reporting facility (TRF).
• Wholesalers / internalizers — a market maker fills a retail order off-exchange as principal; this is the payment-for-order-flow path.
• OTC, an overloaded term that must be disambiguated:
  • OTC markets (OTCQX, OTCQB, Pink) for unlisted securities — outside the national-exchange-listed scope of this guide, and therefore excluded.
  • OTC in the sense of bilateral, off-exchange trades in listed names — block trades and negotiated institutional crosses, which are in scope.
• Upstairs / block market — large negotiated trades arranged by a broker's block desk and then printed.

A share's ownership can change in the primary market once, at issuance, and then change in the secondary market endlessly across any of these venues.

• Tender offer — a bidder offers to buy shares from holders at a set price within a defined window (Schedule TO and Schedule 14D-9; Regulations 14D and 14E). The offer may be third-party (a takeover) or an issuer self-tender.
• Merger or acquisition — ownership changes by operation of the deal, whether a cash-out (shares extinguished for cash) or stock-for-stock (new acquirer shares issued).
• Buyback / repurchase — the issuer reacquires its own shares (open-market under Rule 10b-18, ATM, accelerated share repurchase, or self-tender). The shares become treasury or are retired, shifting everyone else's percentage.
• Exchange offer, debt-to-equity conversion, or restructuring — securities are swapped, often in distress.
• Conversion or exercise — convertibles, warrants, and options are exercised, producing new or delivered shares.
• Stock split, stock dividend, or spin-off — these change the share count or distribute a new entity's shares; they reapportion rather than transfer ownership and are worth flagging as events that look like a change but are not a transfer of control.

Ownership can also change with no market and no trade at all:

• Gift, inheritance or estate transfer, and charitable donation.
• Private bilateral sale or assignment of listed shares.
• Pledge and foreclosure — shares pledged as collateral, with the lender taking title on default.
• Securities lending — which splits the components of ownership: legal title and the vote pass to the borrower for the loan term while the lender keeps economic exposure. This is not a permanent ownership change but a temporary transfer of exactly the rights Rule 13d-3 cares about, and it is the mechanism behind "empty voting."
• Operation of law — court orders, divorce, and escheatment to the state.

A secondary trade changes beneficial ownership only at the broker/DTC-participant level on settlement (T+1, book-entry at DTC). The transfer agent's register and the "holders of record" count do not move, because Cede & Co. remains the record holder. By contrast, primary issuance, tender offers, mergers, and non-trade transfers often touch the transfer agent's register directly, as new shares are registered or holders are re-registered. In short:

• At DTC, below Cede — ordinary secondary trades (lit, dark, OTC, and wholesale).
• At the transfer agent's register — primary issuance, corporate-action mechanisms, and non-trade legal transfers.

Most corporate debt has no exchange, no central order book, and no Cede-style register. Ownership moves through a dealer-intermediated OTC market, and the precise mechanism depends on the instrument type. Transparency is post-trade only, via TRACE (FINRA): trades are reported after the fact, and there is no pre-trade displayed-quote regime comparable to NMS equities.

The table below summarizes the principal EDGAR forms that carry ownership information, the regime and trigger for each, who files, and the deadlines. Foreign private issuers are an open question — in particular, whether they must file DEF 14A.

Form	Regime	Trigger	Who files	Initial deadline	Amendment deadline
Form 3	§16	Become officer, director, or >10% beneficial owner of a §12 class	The insider (individual/entity)	10 calendar days after becoming an insider (or by registration effectiveness at IPO)	—
Form 4	§16	Change in insider's holdings	The insider	2 business days after the transaction	—
Form 5	§16	Year-end true-up / missed transactions	The insider	45 calendar days after issuer's fiscal year-end	—
Form 13D	§13(d)	Cross 5% of a §12 voting class with control intent (or lose 13G eligibility)	Beneficial owner (Rule 13d-3: voting + investment power)	5 business days after crossing 5%	2 business days after a material change
Form 13G	§13(g)	Cross 5% without control intent	QII / passive / exempt (see sub-table)	Varies by filer type	45 days after quarter-end of any material change (plus accelerated tiers)
Form 13F-HR	§13(f)	Investment discretion over ≥ ﹩100M in §13(f) securities	Institutional investment manager	45 calendar days after each calendar quarter-end	—
Form 144	Rule 144	Affiliate proposes to sell restricted/control stock above de minimis (>5,000 sh or >﹩50k in 3 mo)	The affiliate	Concurrently with placing the sell order (e-filed on EDGAR)	—
Form N-PORT	ICA / Rule 30b1-9	Status-based: being a registered management investment company (mutual fund, closed-end fund, ETF) — not MMFs (file N-MFP) or SBICs	The fund	Within 60 days after fiscal quarter-end (covers each month; only the 3rd-month report is made public)	— (periodic refiling, not amendment-driven)
DEF 14A (Item 403 of Reg S-K)	§14(a) / Reg 14A	Status-based: soliciting proxies for a shareholder meeting (annual) — issuer reports its >5% holders, each director and NEO, and officers and directors as a group	The issuer	On or before the date proxy materials are first sent to shareholders (PRE 14A ≥10 calendar days earlier, if required)	— (additional soliciting material filed as DEFA 14A)
10-K Item 5 (Reg S-K Items 201/703)	§13(a) / §15(d) periodic reporting	Status-based: being a reporting issuer — market info, holders of record, dividends, issuer buybacks	The issuer	60 / 75 / 90 days after fiscal year-end (large accelerated / accelerated / non-accelerated filer)	— (corrections via 10-K/A)

Schedule 13G has its own filer-type-specific deadline structure:

13G filer type	Rule	Initial filing	Accelerated initial (>10%)	Routine amendment	Accelerated amendment
Passive investor (<20%, no control intent)	13d-1(c)	5 business days after crossing 5%	—	45 days after quarter-end of a material change	2 business days after crossing 10%, then 2 business days on any ≥5% change
Qualified Institutional Investor (QII)	13d-1(b)	45 days after end of the quarter in which >5% at quarter-end	5 business days after end of the first month in which >10%	45 days after quarter-end of a material change	5 business days after month-end in which >10%, then on any ≥5% change
Exempt investor (>5% but no 13(d)-triggering acquisition)	13d-1(d)	45 days after end of the quarter in which >5% at quarter-end	—	45 days after quarter-end of a material change	—

To find who owns a stock, the relevant filings are Forms 3, 4, and 5; Form 13F; Schedules 13D and 13G; Form N-PORT; the beneficial-ownership and directors table in DEF 14A; and Item 5 of the 10-K.

Item 5 reports the number of "holders of record." The figure is routinely misread, because it counts Cede & Co. as a single holder and therefore wildly understates the true beneficial base. Two examples illustrate the point:

Tesla:

Holders: As of February 1, 2021, there were 5,353 holders of record of our common stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares are held by banks, brokers and other financial institutions.Source

NVIDIA:

As of February 20, 2026, we had approximately 1,226 registered shareholders, not including those shares held in street or nominee name.Source

Because Cede & Co. is counted once, "holders of record" is a near-useless proxy for the real ownership base and is a clear illustration of why record ownership is not the same as beneficial ownership.

Under Item 403 of Regulation S-K, the DEF 14A table "Security Ownership of Certain Beneficial Owners and Management" discloses the issuer's named insiders (each NEO, each director, and officers and directors as a group) together with each beneficial owner of more than 5% of the common stock, computed on the Rule 13d-3 definition including the 60-day rule. NVIDIA's proxy is representative:

The following table sets forth information as of March 23, 2026 as to shares of our common stock beneficially owned by each of our NEOs, each of our directors, all of our directors and executive officers as a group, and all known by us to be beneficial owners of more than 5% of our common stock, unless otherwise indicated in the footnotes to the table. Beneficial ownership is determined in accordance with the SEC's rules and generally includes voting or investment power with respect to securities as well as shares of common stock subject to PSUs or RSUs that will vest within 60 days of March 23, 2026.Source

This section defines the market-infrastructure and ownership terms that recur throughout the guide.

Under Rule 13d-3, a beneficial owner of a security is anyone who, directly or indirectly, has or shares voting power (the power to vote or direct the voting of the security) or investment power (the power to dispose or direct the disposition of it), plus anyone with a right to acquire either power within 60 days through an option, warrant, or conversion. The definition tracks control, not pure economics: a cash-settled swap that delivers all of a stock's profit and loss confers no voting or investment power and therefore no beneficial ownership. Section 13(d)/(g) uses this definition. Section 16 uses a different one, built on pecuniary interest (see Officer and 10% Owner below).

In this guide, "insider" means a Section 16 insider: an officer or director of the issuer, or a beneficial owner of more than 10% of a registered class of equity. Insiders file Forms 3, 4, and 5 and are subject to short-swing profit recovery under Section 16(b). The word is broader in the insider-trading context, but Section 16 is the reporting trigger relevant here.

For Section 16, "officer" is defined functionally by Rule 16a-1(f), not by title: the president, the principal financial officer, the principal accounting officer (or controller), any vice president in charge of a principal business unit, division, or function, and any other person who performs a significant policy-making function — including such persons at subsidiaries. Because the test turns on actual policy-making authority, the set of Section 16 officers is usually smaller than the set of people a company calls "officers."

A beneficial owner of more than 10% of a class of registered equity securities. Crossing 10% makes a holder a Section 16 insider (Forms 3, 4, and 5 and short-swing liability) on top of the Section 13(d)/(g) obligations already triggered at 5%. The two regimes run on different "beneficial owner" definitions — Rule 13d-3's voting-and-investment-power test for Section 13, and the pecuniary-interest test for Section 16 — so the 10% count is not always identical across them.

The institutional category under Rule 13d-1(b) — registered broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers, employee benefit plans, and similar entities — that, having acquired in the ordinary course of business and without a control purpose, may report on the short-form Schedule 13G instead of Schedule 13D. Not to be confused with a QIB (qualified institutional buyer) under Rule 144A, which is an unrelated resale-eligibility concept, not an ownership-reporting one.

An investment company registered with the SEC under the Investment Company Act of 1940 — mutual funds, closed-end funds, ETFs, and UITs. Registration is what subjects these vehicles to the fund-specific disclosure forms (N-1A, N-PORT, N-CEN, N-CSR, and the like). A BDC is regulated under the 1940 Act but elects that treatment rather than registering, so it is not a RIC in this sense. Note the homonym: in tax law, "RIC" also stands for regulated investment company, a Subchapter M pass-through election — a separate concept from registration under the Act.

The Depository Trust & Clearing Corporation (DTCC) is the parent of the Depository Trust Company (DTC) and the National Securities Clearing Corporation (NSCC).

DTC is an SEC-regulated self-regulatory organization (a registered clearing agency) and a subsidiary of DTCC; see its rulemaking activity and its rule book. It is the U.S. financial institution that acts as the central securities depository for most publicly traded stocks and bonds, holding securities in electronic form on behalf of brokers, banks, and other institutions so that shares need not physically change hands when traded.

Most U.S. shares are registered in the name of Cede & Co., DTC's nominee. When a retail investor "owns" Apple stock through a broker, the legal record shows Cede & Co. as the holder of record, while the broker tracks the investor's beneficial ownership. The custody chain is:

issuer ledger (e.g., Tesla)
  → Cede & Co. (nominee of DTC)
    → DTC participant (the investor's broker or bank)
      → customer

This structure is why beneficial-ownership filings — Schedules 13D and 13G, Form 13F, and Forms 3, 4, and 5 — exist at all: the registered holder, Cede & Co., is not the real economic owner, so the SEC's beneficial-ownership rules force the actual owners to disclose their positions.

The same structure shapes voting. Cede & Co. holds the legal vote and passes it through via an omnibus proxy; the broker then sends the beneficial owner a voting instruction form, not a proxy card. The issuer cannot natively see most of its owners, which is why proxies are solicited through intermediaries such as Broadridge and are gated by the NOBO/OBO distinction — that is, whether the holder has consented to the broker disclosing the holder's identity to the issuer.

The National Securities Clearing Corporation (NSCC) is the central counterparty for equities, responsible for novation (extinguishing the original contract and replacing it with a new one in which NSCC is the counterparty to each side) and for net settlement (the clearing step that follows trading). NSCC is an SEC-regulated self-regulatory organization; see its rulemaking activities, including an example rule change supporting extended trading hours for U.S. equity markets. The central-counterparty model is the reason exchange trading via venues such as Nasdaq carries relatively little counterparty risk, whereas bilateral OTC trading — with no central counterparty standing between the parties — carries substantially more.

A transfer agent is the recordkeeper for a company's security-holder register — the entity that maintains the official register of who holds the issuer's stock and bonds and processes changes to it. Common transfer agents include Equiniti/EQ, Broadridge, Continental, and VStock; large issuers may also self-manage their own ledger. The transfer agent's core functions are:

• Maintaining the security register, the authoritative list of record holders, their share counts, and contact and tax details. This is a record-ownership ledger, not a beneficial-ownership ledger.
• Issuing, cancelling, and transferring securities.
• Paying dividends and interest to record holders, running dividend reinvestment plans (DRIPs), and handling stock splits and reverse splits.
• Executing mergers, exchange changes, tender results, rights offerings, and buyback mechanics.
• Distributing proxy materials and reports to registered holders; the street-name majority is reached through Broadridge via the broker chain.
• Tracking lost or unresponsive holders and remitting abandoned property to the states.

Both collect a shareholder's vote, but they run to different holders. A proxy card goes to registered (record) holders, who appoint a proxy to vote their shares directly. A voting instruction form (VIF) goes to beneficial holders in street name through their broker (operationally, via Broadridge): the beneficial owner does not hold the legal vote — Cede & Co. does — so the owner instructs the intermediary how to vote, and the intermediary casts the shares under the omnibus proxy. The split mirrors the record-versus-beneficial distinction at the heart of this guide.

SIPs are the entities that consolidate every exchange's quotes and trades into a single public feed and compute the National Best Bid and Offer (NBBO) under Regulation NMS. Two equity SIPs operate: the CTA/CQ Plan, covering NYSE-listed names (Tape A) and other exchange-listed names (Tape B), and the UTP Plan, covering Nasdaq-listed and unlisted-trading-privileges names (Tape C); a third processor, OPRA, covers listed options. The SIP tape is why a trade printed on a dark pool or filled by a wholesaler still lands on the public record — venues must report to the SIP before sending data to their own proprietary feeds.

The standard U.S. settlement cycle: a securities trade settles — cash and book-entry securities actually change hands at DTC — one business day after the trade date. The SEC shortened the cycle from T+2 to T+1 effective May 28, 2024, by amending Exchange Act Rule 15c6-1. Settlement is the point at which a secondary trade's change in beneficial ownership becomes final, below Cede & Co. and without touching the transfer agent's register (see Where Equity Transfers Register).

A tender offer is a public offer by a bidder to a company's security holders to purchase their securities at a fixed price, within a specified period, and conditioned on a stated minimum number of shares being tendered. Tender offers are used to acquire control (a takeover) or by an issuer to repurchase its own shares (an issuer tender offer, also called a self-tender or Dutch auction). Holders elect to "tender" — surrender — their shares on the offered terms.

If the bidder would end up holding more than 5%, it must file a Schedule TO:

• Third-party offer: Schedule TO-T.
• Issuer self-tender offer: Schedule TO-I.
• Cross-border tender offers: Form CB.

The subject company must state its position on Schedule 14D-9 within 10 business days.